AG2004-GB.pdf - Saint-Gobain

Ordinary and ExtraordinaryGeneral Meetingto be held on June 10, 2004 at 3:00 p.m.at the Grand Auditorium of the Palais des CongrèsPorte Maillot – 75017 Paris.Dear Shareholder,On behalf of Compagnie de Saint-Gobain, it is with greatpleasure that I invite you to the General Meetingof the Company’s shareholders, to be held at3:00 pm on Thursday, June 10, 2004at the Grand Auditorium of the Palais des Congrès,Porte Maillot, Paris 17 th .As every year, this meeting will give you the opportunityto obtain further information about the Group and to expressyour opinions.At the meeting, I will inform you of the main events in the lifeof the Group in 2003 and reply to your questions.Your involvement in the meeting is important to us at Saint-Gobainand I hope that you will be able to take part.You will find all the information you need to that effect in this document.I thank you in advance for your consideration of the resolutionssubmitted for approval.How to participate: p. 2Agenda: p. 4Presentationof resolutions: p. 6Directorship candidates: p. 8Presentationof the Board of Directors: p. 10Financial summary: p. 12Complete textof resolutions: p. 18Request forinformation: p. 23Yours faithfully,Jean-Louis BEFFAChairman and Chief Executive OfficerCompagnie de Saint-GobainFrench public company (Société Anonyme)with capital stock of €1,364,100,540Head office: Les Miroirs,18 avenue d’Alsace, 92400 Courbevoie, France

How to participatein the General Meeting*The conditions required to exercise your right to voteAs a Saint-Gobain shareholder you are entitled to attendGeneral Meetings in person, irrespective of the number ofshares you hold, or you may prefer to cast a postal vote orappoint a proxy.Whatever you decide to do you simply need to indicate yourchoice on the attached postal vote/proxy form.Your financial intermediary – i.e. the bank, stockbroker, savingsbank, post office or public accountant holding your securitiesaccount – will be your sole contact for the purposes ofthe Meeting and will act as the link between Compagnie deSaint-Gobain and yourself.The financial intermediary will certify that you are indeed aSaint-Gobain shareholder and place your shares in a blockedaccount until the day after the Meeting.*How to vote?To help in the preparation of the Meeting, you are requested to initiate your preferred procedure as soon as possible.If you wish to attend the Meetingin personAll you need to do is to request an admission card byticking box A at the top of the attached form and thensigning and dating it and returning it to your financialintermediary who will send you your admission card.If you intend to appoint a proxyor cast a postal voteIf you are unable to attend the Meeting, you can use theattached form to:• exercise a postal vote on the resolutions submitted to you,or,• appoint the Chairman of Saint-Gobain to exercise aproxy vote on your behalf in favor of the resolutionsproposed by the Board of Directors; or,• appoint someone to represent you in person at theMeeting. In this case, your representative must be eitheryour spouse or another Saint-Gobain shareholder who willattend the Meeting and vote on your behalf.Whatever you decide, do not forget to sign and date theform and to return it only to your financial intermediary.A pre-paid envelope is enclosed for your convenience.The French version of this document governs; the English translation is for convenience only.2Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

How to participatein the General Meeting*How to fill out your form?If you intendto attendthe Meetingin person:tick box Ato request anadmission card.If you are unableto attend the Meetingand wish to casta postal vote or appointa proxy:tick box B.To appoint the Chairmanof Saint-Gobain to exercisea proxy voteon your behalf,simply tick box B at the topof the form and sign and dateit at the bottom.To appoint your spouseor another Saint-Gobainshareholder to representyou at the Meeting:tick here and indicate the nameand contact detailsof your representative.ABTo cast a postal vote:tick here• To vote YES to a resolution, leave blank the box nextto the resolution number concerned.• To vote NO to or abstain from a resolution, fill in the boxnext to the resolution number concerned.Whatever you decide to do,do not forget to signand date the form here.Add your full name andaddress here or check thedetails if they already appear.The French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 3

Agenda*Ordinary Meeting1 Approval of the parent company financial statements for the year ended December 31, 20032 Approval of the consolidated financial statements for the year ended December 31, 20033 Approval of the appropriation of net income and the proposed dividend4 Report on regulated agreements5 Authorization to the Board of Directors to buy back and resell the Company’s shares6 Renewal of the term of office as director of Jean-Louis Beffa7 Renewal of the term of office as director of Isabelle Bouillot8 Renewal of the term of office as director of Sylvia Jay9 Renewal of the term of office as director of José Luis Leal Maldonado10 Appointment of Gian Paolo Caccini as director to replace Eric d’Hautefeuille11 Renewal of PricewaterhouseCoopers Audit’s term of office as titular statutory auditor12 Appointment of KPMG Audit as titular statutory auditor13 Appointment of Yves Nicolas as substitute statutory auditor14 Appointment of Jean-Paul Vellutini as substitute statutory auditorThe French version of this document governs; the English translation is for convenience only.4Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

Agenda*Extraordinary Meeting15 Amendments to the Company’s bylaws to comply with certain provisions of the CommercialCode deriving from the Loi de sécurité financière of August 1, 200316 Powers to carry out formalities.The French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 5

Presentation of the resolutionssubmitted by the Boardof DirectorsThe Board of Directors is inviting shareholders to vote fourteen resolutions governed by the quorum and majorityvoting rules applicable to Ordinary General Meetings (resolutions 1 to 14) and two resolutions governedby the quorum and majority voting rules applicable to Extraordinary General Meetings (resolutions 15 and 16).*Financial statements of the Companyand Group - Dividend1 st ,2 nd and 3 rd resolutionsShareholders are invited to approve the financial statements of theCompany (1 st resolution) and the Group (2 nd resolution) for theyear ended December 31, 2003.Consolidated sales totaled €29,590 million in 2003, versus€30,274 million in 2002. Operating income came to €2,442 millioncompared with €2,582 million in 2002, and consolidated netincome amounted to €1,039 million versus €1,040 million in 2002.Further financial information is provided on pages 12, 13 and 16 ofthis document.Net income for Compagnie de Saint-Gobain came to €513,574thousand in 2003, versus €595,916 thousand in 2002.Total distributable income amounts to €1,603,938 thousand. Thisfigure includes €1,090,363 thousand in retained earnings broughtover from prior years, which takes into account the €370 thousandadjustment to the 2002 dividend relating to the 336,000 treasuryshares acquired and the 8,300 treasury shares sold between theBoard Meeting held to approve the accounts on March 23, 2003and the dividend payment date of June 23, 2003.In the 3 rd resolution, shareholders are invited to:• appropriate €290,391 thousand to the special long-term capitalgains reserve;• carry forward €926,575 thousand as retained earnings;• appropriate for distribution to shareholders a total of€386,972,080.15, corresponding to a net dividend per shareof €1.15 which, including the 50% avoir fiscal tax credit of€0.575 (where applicable), represents total dividend incomeper share of €1.725.The 2003 net dividend of €1.15 (up from €1.13 for 2002) will bepayable in cash from June 24, 2004 on all outstanding shares incirculation at that date.*Regulated agreements4 th resolutionNo new agreements governed by articles L-225-38 et seq. of theCommercial Code were entered into during the year.*Authorization to buy backand resell Saint-Gobain shares5 th resolutionThe purpose of the 5 th resolution is to authorize the Board ofDirectors to buy back and possibly resell Saint-Gobain shares. Themaximum purchase price under this authorization is set at €55 pershare and the minimum sale price at €23 per share.This authorization is intended to enable Compagnie de Saint-Gobain to continue to take advantage of the flexibility allowed bythe legal provisions relating to the buy back and resale of its ownshares, including: in connection with the grant or exercise of stockpurchase options, to allocate shares to employees, to buy and sellthe Company’s shares (including while a public tender offer is inprogress) to take advantage of market situations, to stabilize theshare price by trading against the trend, to cancel the sharessubject to authorization by an Extraordinary Meeting (as providedin the fifteenth resolution of the Ordinary and Extraordinary GeneralMeeting held on June 5, 2003), to hold the shares in treasury stockor transfer them in any way, including in exchange for shares, or tomanage the Company’s cash position or equity. The shares boughtback may not exceed 10% of the Company’s capital stock. In viewof the treasury shares held by the Company, the maximumtheoretical purchase price for share buy backs would be€1,626,733,350, corresponding to 29,576,970 shares acquired ata price of €55 each.The French version of this document governs; the English translation is for convenience only.6Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

Presentation of the resolutionssubmitted by the Board of Directors*Renewal of the terms of officeof four Directors – Election of a new Director6th, 7th, 8th, 9th and 10th resolutions• At its meeting of March 25, 2004, the Board of Directors approvedthe recommendation of the Appointments Committee to renew theterms of office of the following four directors whose terms expire atthe end of this meeting:- Jean-Louis Beffa, Chairman and Chief Executive Officer ofCompagnie de Saint-Gobain (6 th resolution),- Isabelle Bouillot (7 th resolution),- Sylvia Jay (8 th resolution),- José Luis Leal Maldonado (9 th resolution).These directors will be given new four-year terms of office, expiringat the Annual General Meeting held in 2008.Shareholders are invited to approve the renewal of the terms ofoffice for these four directors.• At its meeting of March 25, 2004, the Board of Directors alsoapproved the recommendation of the Appointments Committeeto nominate for election Gian Paolo Caccini as a director, toreplace Eric d’Hautefeuille, who passed away on January 17, 2004.Subject to shareholder approval, his term of office will correspondto the remainder of Mr d’Hautefeuille’s term, expiring at the close ofthe Annual General Meeting to be called in 2005.Shareholders are invited to elect Mr Caccini in the 10 th resolution.In addition, having noted the resignation of S.E.C.E.F from itsposition as titular statutory auditor on November 3, 2003 – effectivefrom the date of this meeting – the Board of Directors alsoapproved the recommendation to appoint as titular statutoryauditor KPMG Audit, Department of KPMG S.A., 1 cours Valmy,92923 Paris La Défense Cedex (12 th resolution).The Board also approved the recommendation to appointYves Nicolas, 32 rue Guersant, 75017 Paris, as substitute statutoryauditor (13 th resolution) to replace Daniel Chauveau whose term ofoffice expires at the close of this meeting.The Board of Directors also noted that Pierre-Henri Scacchi& Associés had resigned from its position of substitute statutoryauditor on October 27, 2003 – with effect from the date of thismeeting – and approved the recommendation to appoint Jean-PaulVellutini, 1 cours Valmy, 92923 Paris La Défense Cedex, assubstitute statutory auditor (14 th resolution).In accordance with the applicable law, PricewaterhouseCoopersAudit and Yves Nicolas will be granted six-year terms, expiring atthe General Meeting held to approve the 2009 financial statements.The terms of office of KPMG Audit and Jean-Paul Vellutini willcorrespond to the remainder of their predecessor’s terms of officeand will therefore expire at the General Meeting held to approve the2005 financial statements.Shareholders are invited to approve the renewal of the term ofoffice of PricewaterhouseCoopers Audit as titular statutory auditorand the three new appointments.*Amendments to the bylaws15 th resolution*Renewal of one Titular Statutory Auditor’sterm of office, appointment of second TitularStatutory Auditor, and appointmentof two Substitute Statutory Auditors11 th ,12 th ,13 th et 14 th resolutionsAt its meeting of March 25, 2004 the Board of Directors approvedthe recommendation of the Financial Statements Committeeto renew the term of office as titular statutory auditor ofPricewaterhouseCoopers Audit, 32 rue Guersant, 75017 Paris,(11 th resolution), which is due to expire at the close of this meeting.The purpose of the 15 th resolution is to ensure that the bylawscomply with certain provisions of the Loi de sécurité financière ofAugust 1, 2003. This will require amendments to paragraph 4 ofarticle 7, paragraph 2 of article 12, and article 14 of the bylaws.These amendments relate to the time limit for informing theCompany where disclosure thresholds are crossed – reducing itfrom fifteen days to five trading days –, the information necessaryfor directors to fulfill their duties, and the powers of the Chairman ofthe Board of Directors The resolution contains the current andamended versions of the bylaws.The 16 th resolution gives full powers to carry out formalitiesassociated with the General Meeting.The French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 7

DirectorshipcandidatesYou will find below a presentation of the four directors whose terms of office are up for renewaland of the canditate for a new directorship:*Renewal of terms of officeThe renewal of terms of office for these four directors will be for new four-year terms in accordance with article 9, paragraph 4of the bylaws as amended at the Combined Ordinary and Extraordinary General Meeting of June 5, 2003.*Jean-Louis BEFFAJean-Louis Beffa, 62, is Chairman and Chief ExecutiveOfficer of Compagnie de Saint-Gobain. He graduated fromthe Ecole Polytechnique, the Ecole Nationale Supérieure duPétrole and the Institut d’Etudes Politiques de Paris. He alsoholds the title of “Ingénieur en chef des Mines”. After startinghis career at the Oil Division of the French Ministry ofIndustry, Jean-Louis Beffa joined the Saint-Gobain Group in1974 as Vice President Corporate Planning. In 1978 he wasappointed Chief Executive Officer of Pont-à-Mousson beforegoing on to become Chairman of that company andPresident of the Group’s Pipe and Mechanics Division in1979. He joined the Group’s General Management team in1982 and was appointed Chairman and Chief ExecutiveOfficer of Saint-Gobain in January 1986. His term of office asdirector was renewed for six years in June 1992 and again inJune 1998.In July 2002, in accordance with the Loi sur les nouvellesrégulations économiques, the Board of Directors decidedthat he should continue to be responsible for the generalmanagement of Compagnie de Saint-Gobain and thereforeretain the title of Chairman and Chief Executive Officer.Jean-Louis Beffa is also Vice-Chairman of the Board ofDirectors of BNP Paribas, a director of the Bruxelles LambertGroup, a member of the Supervisory Board of Le Monde S.A.and Société Editrice du Monde S.A., President of ClaudeBernard Participations SAS and a member of theSupervisory Board of Le Monde Partenaires SAS. Within theSaint-Gobain Group, he is the Company’s permanentrepresentative on the Board of Saint-Gobain PAM, a directorof Saint-Gobain Cristaleria and Saint-Gobain Corporation,and joint Chairman of the corporate foundation, Saint-GobainCenter for Economic Research. He is also Vice-Chairman ofthe Supervisory Board of the Pension Reserve Fund. Jean-Louis Beffa owns 210,000 Saint-Gobain shares.Shareholders are invited to renew Jean-Louis Beffa’sterm of office in the 6 th resolution.*Isabelle BOUILLOTIsabelle Bouillot, 55, is a member of the Supervisory Board ofAccor and a director of La Poste. She holds a degree inpublic law and graduated from the Institut d’EtudesPolitiques de Paris and the Ecole Nationale d’Administration.She started her public career within the French BudgetDepartment before being appointed Cabinet Director for theEmployment Minister in 1982 and going on to work asDeputy Cabinet Director for the Economy and FinanceMinister between 1983 and 1984. She then held the post ofChairman at l’Union des Banques à Paris between 1985 and1986 before becoming a Government Representative for theDepartment for the Control of Financial Operations between1986 and 1989 (Mission de contrôle des activités financiers).She was an economic advisor to the French Presidentbetween 1989 and 1991 and then the Budget Director of theEconomy and Finance Ministry from 1991 to 1995. In June1995, she joined la Caisse des Dépôts et Consignations asDeputy Chief Operating Officer where she was responsiblefor managing banking and finance activities. She went on tobecome Chairman of the Management Board of CDCFinance-CDC IXIS, before standing down from the position inthe second half of 2003. She has also resigned from herpositions as Chairman, member of the Supervisory Board orpermanent representative on the Board of Directors orSupervisory Board which she held in various subsidiariesand affiliates of CNCE and CDC Finance - CDC Ixis within theCaisse des Dépôts Group.Isabelle Bouillot was a member of the Financial MarketsCouncil from 1997 until October 2003.She owns 1,200 Saint-Gobain shares.Isabelle Bouillot was elected as a director of Compagnie deSaint-Gobain in June 1998.Shareholders are invited to renew Isabelle Bouillot’s termof office in the 7 th resolution.The French version of this document governs; the English translation is for convenience only.8Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

Directorship candidates**Sylvia JAYSylvia Jay, 57, is a British citizen and is the Director Generalof the British Food and Drink Federation.She has previously held several positions as a senior Britishcivil servant, in the Overseas Development Administration(ODA) and in secondment to the French Ministry ofInternational Cooperation, the French Treasury and theEuropean Bank for Reconstruction and Development(EBRD).Sylvia Jay is also a director of Carrefour. She is a Laymember of the Procedures and Disciplinary Committee ofthe General Council to the Bar, Industrial Governor of theBritish Nutrition Foundation, trustee of the Pilgrim Trust andthe Entente Cordiale Scholarships Scheme, and a memberof the Council of Food from Britain and the Franco-BritishCouncil. Sylvia Jay owns 800 Saint-Gobain shares.She was elected as a director of Compagnie de Saint-Gobain in June 2001.Shareholders are invited to renew Sylvia Jay’s term ofoffice in the 8 th resolution.*José Luis LEAL MALDONADOJosé Luis Leal Maldonado, 64, is a Spanish citizen. He has alaw degree from the University of Madrid and a PoliticalScience degree from the University of Geneva. He also hasa degree in Statistics and a doctorate in economics from theUniversity of Paris. After lecturing at the University ofNanterre for five years, he went on to work at the OECD for afurther five-year period.In September 1977 he was appointed as Director General foreconomic policy in Spain, a post he held until February 1978when he became Secretary of State for economicco-ordination and planning. In April 1979 he was appointedas Spain’s Minister of the Economy, a position he held untilSeptember 1980.Between 1981 and 1990 José Luis Leal Maldonado acted asan economic advisor for Banco de Vizcaya and held theposition of Vice Chairman at Banco Bilbao Vizcaya. He iscurrently Chairman of the Spanish Banking Association.He is a director of Saint-Gobain Cristaleria, a Spain-basedGroup subsidiary, and of CEPSA, Renault (Spain) and Alcatel(Spain). He is also the Chairman of “Dialogo”, an associationto promote Franco-Spanish amity, and of Accion Contra elHambre. He is Vice-Chairman of Fundacion Abril Martorelland a member of Real Patronato del Museo del Prado andFundacion Duques de Soria. José Luis Leal Maldonadoowns 4,000 Saint-Gobain shares.He was elected as a director of Compagnie de Saint-Gobainin June 1998.Shareholders are invited to renew José Luis LealMaldonado’s term of office in the 9 th resolution.Election of a new DirectorIn accordance with paragraph 9 of article 9 of the Company’s bylaws, if elected by the shareholders, Gian Paolo Caccini will be granted a termof office of one year, corresponding to the remainder of the term of Eric d’Hautefeuille who has passed away.Gian Paolo* CACCINIGian Paolo Caccini was born in 1938 and is an Italian citizen. He has a doctorate in Chemistry from the Universityof Pavia in Italy. He joined the Saint-Gobain Group in 1973 as Sales Director for the Insulation Division of the Italiansubsidiary, Balzaretti Modigliani. He was appointed as Director of the Sealings Division of that company in 1980,before going on to become Chief Executive Officer of Vetrotex Italia in 1983 and a director of Vitrofil in 1986 (twocompanies within the Group’s Reinforcements Division). He was then appointed Chairman and Chief ExecutiveOfficer of Saint-Gobain Desjonquères (Containers Division) in 1988, President of the Insulation Division in 1991 andalso of the Reinforcements Division in 1993. In 1996 he became Senior Vice-President of Compagnie deSaint-Gobain and General Delegate for North America. Then in 2000, he went on to become Chief OperatingOfficer of Compagnie de Saint-Gobain, a position he held until his retirement on April 1, 2004.Gian Paolo Caccini is also a director of Nexans and JM Huber Corporation (United States) and Chairman of theItalian Association of Glass Manufacturers.He owns 4,820 Saint-Gobain shares.Shareholders are invited to elect Gian Paolo Caccini in the 10 th resolution.The French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 9

Presentation of the Boardof DirectorsAt April 1, 2004, the membership of the Boardof Directors was as follows:*Rolf-E. BREUERChairman of the Supervisory Board of Deutsche Bank AG.Rolf-E. Breuer, 66, of German nationality, is also Chairman ofthe Supervisory Board of Deutsche Börse AG, a member of theSupervisory Boards of E.ON AG and Bertelsmann AG, anda Director of Landwirtschaftliche Rentenbank and Kreditanstalt fûrWiederaufbau (KfW). He is a member of the Consultative Committee of C.H.Boehringer Sohn, and Chairman of Bundesverband Deutscher Banken e.V. In2003, Rolf-E. Breuer was also Vice-Chairman of the Supervisory Board ofSiemens AG and a member of the Supervisory Board of Deutsche LufthansaAG, but he stood down from these positions during the year.He owns 4,516 Saint-Gobain shares.Taunusanlage 12, D-60262 Frankfurt am Main, Germany*Jean-Louis BEFFAChairman and Chief Executive Officer.Jean-Louis Beffa, 62, is also Vice-Chairman of the Board ofDirectors of BNP Paribas, a Director of the Bruxelles LambertGroup, a member of the Supervisory Board of Le Monde S.A.and Société Editrice du Monde S.A., President of Claude BernardParticipations SAS and a member of the Supervisory Board of Le MondePartenaires SAS. Within the Saint-Gobain Group, he is the Company’spermanent representative on the Board of Saint-Gobain PAM, a Director ofSaint-Gobain Cristaleria and Saint-Gobain Corporation, and joint Chairman ofthe corporate foundation, Saint-Gobain Center for Economic Research. He isalso Vice-Chairman of the Supervisory Board of the Pension Reserve Fund.Jean-Louis Beffa owns 210,000 Saint-Gobain shares.Les Miroirs - 92096 La Défense Cedex, FranceShareholders are invited to renew Jean-Louis Beffa’s term of office in the6 th resolution.*Daniel BERNARDChairman and Chief Executive Officer of Carrefour.Daniel Bernard, 58, is also a Director of Alcatel. Within theCarrefour group, Daniel Bernard is Chairman of G S, Vice-Chairman of Dia S.A., a Director of Eterco, GrandesSuperficies de Colombia, Presicarre, Centros Comerciales Carrefour andFiniper, as well as Chief Executive Officer of Carrefour Americas Ltda, ChiefOperating Officer of SISP and Vice-President of Vicour.Daniel Bernard owns 4,400 Saint-Gobain shares.6 avenue Raymond Poincaré - 75769 Paris Cedex 16, France*Isabelle BOUILLOTIsabelle Bouillot, 55, is a member of the Supervisory Board ofAccor and a Director of La Poste. Within the Caisse des Dépôtsgroup, she has held positions of Chairman, Supervisory Boardmember or permanent representative on the Board ofDirectors or the Supervisory Board at various subsidiaries and affiliates ofCNCE and CDC Finance – CDC Ixis, positions she stepped down from in thesecond half of 2003. She owns 1,200 Saint-Gobain shares.26-28 rue Neuve Tolbiac - F-75658 Paris Cedex 13, FranceShareholders are invited to renew Isabelle Bouillot’s term of office in the7 th resolution.*Paul A. David, 69, a U.S. citizen, is Professor of Economics atStanford University (USA), and Emeritus Professor ofEconomics and Economic History at the University of Oxford(United Kingdom). He does not hold any other directorships.He owns 800 Saint-Gobain shares.Stanford University, Department of Economics, Stanford, CA 94305-6072,United States of America.*Paul Allan DAVIDProfessor of Economics.Jean-Martin FOLZChairman of the Management Board of Peugeot SA.Jean-Martin Folz, 57, is also a Director of Solvay (Belgium).Within the PSA group, he is Chairman of the Board of Directorsof Automobiles Peugeot and Automobiles Citroën, and aDirector of Banque PSA Finance, Peugeot Citroën Automobiles and Faurecia.He owns 1,200 Saint-Gobain shares.75 avenue de la Grande-Armée -75116 Paris, France* Sylvia JAYDirector General of the British Foodand Drink Federation.Lady Jay, 57 and a British citizen, is also a Director ofCarrefour. She is a lay member of the Procedures andDisciplinary Committee of the General Council to the Bar, Industrial Governorof the British Nutrition Foundation, a trustee of the Pilgrim Trust and theEntente Cordiale Scholarships Scheme and a member of the Council of Foodfrom Britain and the Franco-British Council. She owns 800 Saint-Gobainshares.6 Catherine Street, London WC2B 5JJ, United KingdomShareholders are invited to renew Sylvia Jay’s term of office in the8 th resolution.* Pierre KERHUELPresident of the Saint-Gobain Employees’ and FormerEmployees’ Shareholders’ Association and Chairmanof the Supervisory Board of the Group Savings PlanMutual Funds.Pierre Kerhuel, 60, is Directeur chargé de mission of Saint-Gobain Matériaux deConstruction. Up until March 31, 2003 he also held the position of Deputy ChiefOperating Officer at Saint-Gobain Terreal. He owns 800 Saint-Gobain shares.Les Miroirs - 92096 La Défense Cedex, FranceThe French version of this document governs; the English translation is for convenience only.10Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

Presentation of the Board of Directors*José Luis LEAL MALDONADOChairman of the Spanish Banking Association.José Luis Leal Maldonado, 64, of Spanish nationality, is also aDirector of CEPSA, Alcatel España and Renault España, as wellas Saint-Gobain Cristalería.He owns 4,000 Saint-Gobain shares.C/Velasquez, 64-6e E-28001 Madrid, SpainShareholders are invited to renew José Luis Leal Maldonado’s term of officein the 9 th resolution.* Sehoon LEECo-Chairman of Hankuk Glass Industries and HankukSekurit (South Korea).Sehoon Lee, 54, of South Korean nationality, is also Chairmanof the Board of Directors of Saint-Gobain Hanglas Asia and SLInvestment Ltd. He owns 1,000 Saint-Gobain shares.Youngpoong Building, 33 Seorin-dong, Jongno-gu, Seoul 100-752 (Korea)*Gérard MESTRALLETChairman and Chief Executive Officer of Suez.Gérard Mestrallet, 54, is also a member of the SupervisoryBoards of AXA and Taittinger, and a Director of Crédit Agricoleand Pargesa Holding. Within the Suez group, Gérard Mestralletis the Chairman of Suez-Tractebel (Belgium) and of Hisusa (Spain), Vice-Chairman of Sociedad General de Aguas de Barcelona and a Director ofElectrabel (Belgium). In 2003 he was also Chairman of Société Générale deBelgique and Tractebel, Vice-Chairman of Hisusa and a non-voting Director ofCasino. He owns 840 Saint-Gobain shares.16 rue de la Ville-l’Evêque - 75008 Paris, France*Michel PÉBEREAUChairman of the Board of Directors of BNP Paribas.Michel Pébereau, 62, is also a Director of Lafarge and Total, amember of the Supervisory Boards of AXA and DresdnerBank, and a non-voting Director of Galeries Lafayette. Withinthe BNP Paribas group, he is a Director of BNP Paribas UK. In addition, he isVice-Chairman of the International Monetary Conference, a member of theInternational Advisory Panel of the Monetary Authority of Singapore and theInternational Capital Markets Advisory Committee of the Federal ReserveBank of New York. He owns 820 Saint-Gobain shares.3 rue d’Antin – 75002 Paris, France*Denis Ranque, 52, is also Chairman of the Board of Directorsof l’Ecole Nationale Supérieure des Mines de Paris and of theCercle de l’Industrie, a Director of the Fondation de l’EcolePolytechnique, and a member of the Advisory Committee of the Banque deFrance. He owns 800 Saint-Gobain shares.45, rue de Villiers - 92526 Neuilly-sur-Seine, France*Denis RANQUEChairman and Chief Executive Officer of Thales.Bruno ROGERPresident of Lazard Frères SAS.Bruno Roger, 70, is also a Director of Cap Gemini Ernst &Young and of Sofina (Belgium), and a member of the SupervisoryBoards of AXA and Pinault Printemps Redoute. Within theLazard Group, he is a member of the Supervisory Board of Eurazeo (havingbeen Chairman until July 2003). He owns 48,040 Saint-Gobain shares.121 Boulevard Haussmann – 75008 Paris, FranceEric d’Hautefeuille, who was a appointed Director of Compagnie de SaintGobain in June 1999, passed away on January 17, 2004. Holding the title of“Ingénieur en chef des Mines”, he took the helm of Saint-Gobain’s InsulationDivision in 1982 before going on to head the Flat Glass Division in 1992.He was subsequently appointed Chief Operating Officer of Compagnie deSaint-Gobain in 1996 and held this office until 2000 when he retired.He remained a Director until his death earlier this year. The Chairman and theBoard of Directors gratefully acknowledge the contribution he made over theyears to the Group.* **Chief Operating Officer: Christian STREIFFA graduate of the École des Mines de Paris, Christian Streiff,49, Chief Operating Officer of Compagnie de Saint-Gobain,had previously been President of the Group’s Ceramics andPlastics and Abrasives Divisions since October 2001. Withinthe Group, he held in 2003 the positions of Chairman of SEPR andSaint-Gobain Abrasives, Chairman and Chief Executive Officer of Saint-Gobain Advanced Ceramics Corp., Chairman of the Board of Directorsof Carborundum Ventures Inc., Saint-Gobain Ceramics & Plastics Inc. andSaint-Gobain Performance Plastics Corp., Managing Director of Saint-GobainKK, and a Director of Grindwell Norton Ltd. He owns 3,200 Saint-Gobainshares.Secretary to the Board of Directors: Bernard Field, Corporate Secretary ofCompagnie de Saint-Gobain.The French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 11

Financial summary*(at April 1, 2004)The key consolidated figures for 2003are as follows:2002 2003 % change(in € millions) (1) (2) (2)/(1)Net sales 30,274 29,590 -2.3%Operating income 2,582 2,442 -5.4%Dividend income 22 12 -45.5%Interest and other financial charges, net (504) (457) -9.3%Non-operating costs (252) (275) +9.1%Income before profit on salesof non-current assets and taxes 1,848 1,722 -6.8%Profit on sales of non-current assets 3 86 n.m.Provision for income taxes (612) (595) -2.8%Amortization of goodwill (169) (154) -8.9%Share in net results of equity investees 4 6 +50%Net income before minority interests 1,074 1,065 -1.0%Minority interests (34) (26) -23.5%Net income 1,040 1,039 -0.1%Earnings per share (in €) 3.05 2.99 -2.0%Earnings per share excluding treasury stock (in €) 3.10 3.09 -0.3%Net income excluding profit on salesof non-current assets 1,051 1,020 -2.9%Earnings per share excluding profiton sales of non-current assets (in €) 3.08 2.93 -4.9%Earnings per share excluding profit on salesof non-current assets and treasury stock (in €) 3.13 3.03 -3.2%Cash flow from operations 2,673 2,471 -7.6%Cash flow excluding capital gains tax 2,688 2,540 -5.5%Capital expenditure 1,431 1,351 -5.6%Investments in securities 789 789 0.0%Net indebtedness 7,012 5,657 -19.3%Group salesdipped 2.3% in 2003 on an actualstructure basis and 3.7% based ona comparable structure. At constantexchange rates*, sales were up 4.1%on an actual structure basis, and 2.5%based on a comparable structure.Currency effects had a 6.1 pointnegative impact on sales for the year,particularly due to the significantdepreciation of the US dollar, poundsterling and Brazilian real against theeuro (down 16%, 9% and 20%respectively). Sales volumes climbed1.7%, spurred by a recovery in thesecond half of the year. At the sametime, prices increased by 0.8%. Franceaccounted for 32.2% of total sales, withother European countries contributing42.0%, North America 18.6% and othercountries 7.2%.Operating incomecontracted 5.4%. At constant exchangerates however, it rose 1.0% on anactual structure basis and 0.1% basedon a comparable structure. Operatingmargin was 8.3% compared with 8.5%in 2002. This change was essentiallydue to a significant increase in thecost of energy and certain rawmaterials such as natural gas, asphalt,iron and resins, at the start of 2003,particularly in the United States.However, operating margins did pickup in the second half of the year.These cost increases also largelyexplain the contraction in profitabilityin North America and most Europeancountries, except for France and theUnited Kingdom. Profitability remainedhigh though in emerging countries.The French version of this document governs; the English translation is for convenience only.* Based on average 2002 exchange rates12Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

Financial summaryDividend income receivedfrom non-consolidated companiesfell significantly to €12 million in 2003, compared with €22 milliona year earlier, reflecting the fact that Vivendi Universal did notpay any dividends for fiscal year 2002.Net interest and other financial chargesretreated 9.3% to €457 million from €504 million in 2002, thanksto the reduction in the Group’s net debt and the favorableimpact of converting interest on dollar-denominated debt intoeuros.Non-operating costsedged up to €275 million, from €252 million in 2002. This slightincrease was due to new restructuring programs implementedto boost competitiveness at certain of the Group’s manufacturingbusinesses. As in 2002, the 2003 figure includes a€100 million charge for the cost of asbestos-related claims filedagainst CertainTeed.Profit on sales of non-current assetstotaled €86 million in 2003. Capital gains made during the year– including on the sales of Terréal and 7 million VivendiUniversal shares – were partly offset by losses on other assetsales and by asset write-downs.Goodwill amortizationamounted to €154 million in 2003, compared with €169 milliona year earlier. This decline resulted from the currency impact ofconverting into euros goodwill amortization for the Group’s USsubsidiaries.Consolidated net incomecame to €1,039 million for 2003, virtually on a par with 2002.Based on the 347,824,967 shares outstanding at December 31,2003, earnings per share (EPS) came to €2.99, a 2.0% contractionfrom €3.05 in 2002. Based on the number of sharesexcluding treasury stock (336,185,581 at December 31, 2003compared with 335,850,864 at December 31, 2002), earningsper share amounted to €3.09, on a par with the 2002 figure of€3.10. The issue of 6,814,287 new shares in 2003 required forattribution under the Group Savings Plan and further to theexercise of 314,880 stock options, were offset by the buybackduring the year of an almost equivalent number of shares onthe market. At December 31, 2003 treasury stock thereforerepresented 11,639,386 shares, compared with 5,159,816shares at December 31, 2002. At its meeting of January 29,2004, the Board of Directors cancelled 6,799,832 treasuryshares, thus reducing the Group’s capital stock to 341,025,135shares at that date, practically unchanged from the 341,010,680shares outstanding at December 31, 2002.Excluding profit on sales of non-current assetsnet income came to €1,020 million, 2.9% lower than in 2002.This reduction reflects the negative impact of currency effects –including the fall in the US dollar, Brazilian real and poundsterling – which hit the Group’s main income statement captions.On a constant exchange rate basis, net income excluding profiton sales of non-current assets would have been slightly higherthan in 2002. Based on the 347,824,967 shares outstanding atDecember 31, 2003, earnings per share excluding profit onsales of non-current assets dipped 4.9% to €2.93 comparedwith the 2002 figure of €3.08. Based on the number of sharesexcluding treasury stock (336,185,581 at December 31, 2003compared with 335,850,864 at December 31, 2002), earningsper share excluding profit on sales of non-current assetsamounted to €3.03, a 3.2% decrease from the 2002 figureof €3.13.Minority interestsdecreased from €34 million in 2002 to €26 million in 2003. Thisslight reduction stemmed from the unfavorable currency effecton minority interests in the Brazilian subsidiaries.Cash flow from operationscame in at €2,471 million, down 7.6% on the prior-year figure.Excluding the €69 million in tax on profit on sales of non-currentassets, cash flow from operations contracted 5.5% to €2,540million from €2,688 million in 2002. On a constant exchangerate basis, cash flow from operations (excluding tax on capitalgains) would have been slightly up on 2002.The French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 13

Financial summaryCapital expenditure on plant and equipmentstood at €1,351 million, compared with €1,431 million in 2002,and represented 4.6% of sales, versus 4.7% the previous year.Investments in securitiesamounted to €789 million, including €436 million for bolt-onacquisitions in the Building Materials Distribution Division, and€229 million for share buybacks.Free cash flow (cash flow minus capitalexpenditure on plant and equipment)totaled €1,189 million excluding capital gains tax, comparedwith €1,257 million in 2002.Net indebtednesswas €5.7 billion at December 31, 2003 after payment of the2002 dividend, down €1.3 billion on the prior-year figure. Thegearing ratio – based on consolidated shareholders’ equity plusnon-voting participating securities – was 49.3%.*Performance of Group Sectors and Divisions:Although changes in exchange rates negatively impacted allGroup divisions, all three sectors reported increased like-for-likesales (based on a comparable Group structure and at constantexchange rates).The Glass Sector achieved a 1.5% increase in like-for-like salesbut operating margin dipped slightly, to 10.5% from 11.2%. Thiswas due to lower margins across the board for the sector, withContainers and Insulation hit by soaring energy costs inthe United States and renewed pricing pressure forReinforcements. The Flat Glass Division reported sustainedsales in emerging markets as well as in the Europeanautomobile market, but the picture was more mixed in theEuropean construction market. However, the strong priceincreases seen in South America and Asia since the beginningof the year slowed down towards the end of 2003.The High Performance Materials Sector posted a 0.5% increasein like-for-like sales and a solid improvement in operatingmargin, to 8.4% from 6.7% in 2002. This was achieved primarilythanks to the cost cutting measures implemented since 2001.Both manufacturing and capital expenditure began to recovertowards the end of the year, particularly in the United States.The Housing Products Sector was the star performer in terms oforganic growth. The 3.9% rise in like-for-like sales was fueled bythe 14.2% surge in Pipe sales, spurred by major distant exportcontracts. However, the sector’s operating margin dippedslightly, to 6.4% from 6.6%, due to sharply higher raw materialscosts for the Pipe division (iron) and particularly the BuildingMaterials division (asphalt and resins). Improvements inBuilding Materials operating margin were achieved though, asthe year went on, thanks to measures implemented to reshapethe division’s manufacturing and sales operations. The BuildingMaterials Distribution division continued to gain ground, througha combination of organic and external growth and also posteda further improvement in profitability with operating margincoming in at 5.0%, despite the persistently dismal conditions inGermany and the Netherlands. On a constant exchange ratebasis, operating income for the division was up 8.5% on the2002 figure.The French version of this document governs; the English translation is for convenience only.14Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

Financial summary*Asbestos-related claims in the United States:During 2003, around 62,000 new asbestos claims were filedagainst CertainTeed, including 29,000 in the state ofMississippi. The number of new claims filed in the second halfof the year was significantly lower than the first half,representing a 71% decrease from 48,000 to 14,000. Excludingclaims filed in Mississippi, the period-on-period reduction was35% with 20,000 claims in the first half and 13,000 in thesecond. These figures indicate that the exceptional surge innew claims observed in Mississippi since Autumn 2002 appearsto have come to an end. They also confirm the downward trendin new claims observed in the rest of the United States sinceJune 2003, particularly as there have been no significant surgesin new claims in Texas, Ohio or Michigan, where the introductionof tort reform measures may make those states less plaintifffriendlyvenues. Average monthly new claims totaled some2,300 during the second half of 2003, less than half as many asin 2002 and in the first six months of 2003.54,000 claims were resolved during the year, including 29,000in the second half, representing over double the number of newclaims filed in the second half. 7,000 claims were also placedon the inactive docket. At December 31, 2003, some 108,000claims were outstanding, virtually unchanged from theDecember 31, 2002 figure of 107,000 and down on the 123,000claims in progress at June 30, 2003.The average costs of claims settled in 2003 was approximatelyUS$ 2,100, unchanged since the start of the year.At December 31, 2003, the Group’s total cover for asbestosrelatedclaims against CertainTeed amounted to US$ 431million, practically identical to the 2002 figure. This amountcomprises insurance policies and provisions, including the€100 million accrual booked in 2003.In addition, the Senate Republican leader intends to havethe draft legislation to create a federal asbestos trust fund(as approved by the US Senate Judiciary Committee onJuly 11, 2003) put on the Senate floor for consideration inApril 2004.The French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 15

Financial summary*Five-year consolidated data(in € millions) 2003 2002 2001 2000 1999Net sales 29,590 30,274 30,390 28,815 22,952Gross margin 7,327 7,604 7,698 8,146 6,851Operating income 2,442 2,582 2,681 2,693 2,314Income before tax and before profiton sales of non-current assets 1,722 1,848 1,988 1,947 1,821Net income before minority interests 1,065 1,074 1,174 1,642 1,389Net income 1,039 1,040 1,134 1,517 1,226Earnings 2.99 12.20 13.30 17.80 14.05per share (€) 3.05*Net income excluding profiton sales of non-current assets 1,020 1,051 1,057 1,026 883Earnings per share excluding profit 2.93 12.32 12.40 12.04 10.12on sales of non-current assets (in €) 3.08*Cash flow from operations 2,471 2,673 2,733 2,643 2,360Capital expenditure 1,351 1,431 1,430 1,722 1,712Total investment outlay (1) 1,911 2,061 2,246 4,694 3,479Net equity 11,310 11,542 12,348 11,724 11,151Net debt 5,657 7,012 7,792 8,217 6,306Non-current assets 17,237 18,840 19,678 19,530 16,909Working capital 5,247 3,951 3,075 3,222 2,612Employees (as of Dec. 31) 172,811 172,357 173,329 171,125 164,698(*) After the four-for-one stock split carried out on June 27, 2002.(1) Capital expenditure on plant and equipment plus investments in securities, excluding Saint-Gobain shares bought back.Net dividend per share (€4 par value shares)(in euros)1.151.131.1251.0750.9020032002200120001999The French version of this document governs; the English translation is for convenience only.16Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

Financial summary*Compagnie de Saint-Gobain (parent company)Financial summaryThe table below summarizes the financial data of Compagnie de Saint-Gobain, parent company of the Group. Compagnie deSaint-Gobain has no industrial activity and holds directly or indirectly the Group’s investments in subsidiaries. These financialstatements therefore do not reflect the overall business activity of the Saint-Gobain Group nor changes in its net income.Results (and other key data) of Compagnie de Saint-Gobain over the past five years(in € thousands) 2003 2002 2001 2000 1999Capital stock at year-endCapital stock 1,391,300 1,364,043 1,364,138 1,363,412 1,395,788Number of common shares outstanding 347,824,967 341,010,680 85,258,628 85,213,263 87,236,750Operations and results for the yearSales excluding taxes (1) 163,379 156,150 149,431 138,313 113,942Earnings before tax,depreciation and provisions 430,896 507,093 1,115,028 1,087,460 600,175Income tax 69,888 30,396 15,020 (46,464) (36,209)Net income after tax,depreciation and provisions 513,574 595,916 1,092,872 1,014,611 573,860Dividend distribution(2)386,972(3)379,141(4)378,364(5)356,860(6)300,916Earnings per share (in €)Earnings per share before tax,depreciation and provisions 1.24 1.49 13.08 12.76 6.88Earnings per share after tax,depreciation and provisions 1.48 1.75 12.82 11.91 6.58Net dividend per share 1.15 1.13 4.50 4.30 3.60Personnel (7)Average number of employees during the year 235 240 249 249 239Total payroll cost for the year 24,991 25,094 24,389 20,525 19,066Total benefits for the year 13,863 13,850 12,956 11,330 9,139(1) Represents royalties and other services.(2) On the basis of 341,025,135 shares (capital stock at January 29, 2004 after cancellation of 6,799,832 shares), less 4,527,674 treasury shares held at February 29, 2004, i.e. 336,497,461 dividend-earning shares.(3) Reflects a €370 thousand adjustment due to the 336,000 treasury shares acquired and 8,300 treasury shares sold between March 20, 2003, the date of the Board meeting approving the financial statements, and June 23, 2003 whenpayment of the dividend began.(4) Reflects a €118 thousand adjustment due to the 26,150 treasury shares sold between March 28, 2002, the date of the Board meeting approving the financial statements, and June 24, 2002 when payment of the dividend began.(5) Reflects a €451 thousand adjustment due to the 104,854 treasury shares acquired between March 29, 2001, the date of the Board meeting approving the financial statements, and July 2, 2001 when payment of the dividend began.(6) Reflects a €3,889 thousand adjustment due to the 1,080,200 treasury shares acquired between March 30, 2000, the date of the Board meeting approving the financial statements, and July 3, 2000 when payment of the dividend began.(7) Personnel figures exclude the German branch.The French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 17

Complete textof resolutions*Ordinary Meeting* First resolutionThe General Meeting, after reviewing the reports of the Board ofDirectors and the Statutory Auditors, approves the parentcompany financial statements for the year ended December 31,2003 as presented, as well as the transactions reflected in thefinancial statements and summarized in the reports.* Second resolutionThe General Meeting, after reviewing the reports of the Board ofDirectors and the Statutory Auditors, approves the consolidatedfinancial statements for the year ended December 31, 2003 aspresented, as well as the transactions reflected in the financialstatements and summarized in the reports.* Third resolutionThe General Meeting, having noted that net income for the yearamounts to €513,574,452.67 and retained earnings to€1,090,363,072.07, giving a total of €1,603,937,524.74approves the recommendations made by the Board of Directorswith respect to the appropriation of net income, and resolves:■ to appropriate €290,390,704 to the special long-term capitalgains reserve;■ to carry forward €926,574,740.59 as retained earnings;■ to appropriate for distribution to shareholders:• a first dividend of €67,299,492.20.• an additional dividend of €319,672,587.95.• giving a total amount of €386,972,080.15.The net dividend per share carrying dividend rights willtherefore amount to €1.15 which, including the 50% avoir fiscaltax credit of €0.575 (where applicable), represents totaldividend income per share of €1.725.In accordance with legal requirements, dividends paid in respectof the previous three years are presented in the table below:Number of sharesTotalon which Net dividend Tax credit*** dividendYear dividends paid (in €) (in €) income (in €)2000 82,990,762 * 4.30 2.15 6.45331,963,048 ** 1.075 0.5375 1.61252001 84,080,890 * 4.50 2.25 6.75336,323,560 ** 1.125 0.5625 1.68752002 335,523,164 1.13 0.565 1.695(*) Before and (**) after the four-for-one stock split carried out in June 2002(***) A 50% tax credit has been applied for the purposes of this table* Fourth resolutionThe General Meeting notes the terms of the Statutory Auditors’special report on regulated agreements, drawn up inaccordance with legal requirements, which records no regulatedagreements entered into in 2003.* Fifth resolutionThe General Meeting, having reviewed the report of the Boardof Directors and the prospectus approved by the Autorité desMarchés Financiers, authorizes the Board of Directors to buyback and possibly resell Company shares, in accordance witharticles L.225-209 et seq. of the Commercial Code, on one ormore occasions. The shares may be purchased, sold ortransferred by any appropriate method, including over-thecounter,in the form of block sales, through option transactionsor by means of derivative instruments. The purpose of thisauthorization is to allow the Company to grant and give effect tothe exercise of stock purchase options, allocate shares toemployees, buy and sell the Company’s shares (including whilea public tender offer is in progress) to take advantage of marketsituations, to stabilize the share price by trading against thetrend, to cancel the shares subject to authorization by anExtraordinary Meeting, to hold the shares in treasury stock or tosell or transfer them on or off a stock exchange, including inexchange for shares, or to manage the Company’s cashposition or equity. Such transactions will be governed by thefollowing terms:■ maximum purchase price: €55 per share■ minimum sale price: €23 per shareThe French version of this document governs; the English translation is for convenience only.18Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

Complete text of resolutions■ maximum number of shares: 10% of the total number of sharesmaking up the Company’s capital stock. In view of the treasuryshares held by the Company, the maximum theoreticalpurchase price for share buy backs would be €1,626,733,350,corresponding to 29,576,970 shares acquired at a priceof €55 each.In the case of a bonus share issue paid up by capitalizingreserves, or a stock split or reverse stock split, the above pricesper share will be adjusted based on the ratio between thenumber of shares issued and outstanding before and after thetransaction.This authorization is granted for a period of eighteen monthsfrom the date of this meeting. It supersedes, for the unexpiredperiod, the unused portion of the authorization granted in thefifth resolution of the Ordinary General Meeting of June 5, 2003.The General Meeting gives full powers to the Board of Directors,and by delegation, to any person duly authorized by the Board,to enter into any and all agreements, carry out any and allformalities and take any and all other action required to giveeffect to this authorization.* Sixth resolutionAfter reviewing the report of the Board of Directors explainingthat Jean-Louis Beffa’s term of office expires at the close of thismeeting, the General Meeting renews his term of office for aperiod of four years, expiring at the close of the GeneralMeeting called to approve the financial statements for the yearending December 31, 2007.* Eighth resolutionAfter reviewing the report of the Board of Directors explainingthat Sylvia Jay’s term of office expires at the close of thismeeting, the General Meeting renews her term of office for aperiod of four years, expiring at the close of the GeneralMeeting called to approve the financial statements for the yearending December 31, 2007.* Ninth resolutionAfter reviewing the report of the Board of Directors explainingthat José Luis Leal Maldonado’s term of office expires at theclose of this meeting, the General Meeting renews his term ofoffice for a period of four years, expiring at the close of theGeneral Meeting called to approve the financial statements forthe year ending December 31, 2007.* Tenth resolutionAfter reviewing the report of the Board of Directors, the GeneralMeeting elects Gian Paolo Caccini as a director to replaceEric d’Hautefeuille who has passed away.His term of office will correspond to the remainder ofMr d’Hautefeuille’s term, expiring at the close of the GeneralMeeting held to approve the financial statements for the yearending December 31, 2004.* Seventh resolutionAfter reviewing the report of the Board of Directors explainingthat Isabelle Bouillot’s term of office expires at the close of thismeeting, the General Meeting renews her term of office for aperiod of four years, expiring at the close of the GeneralMeeting called to approve the financial statements for the yearending December 31, 2007.The French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 19

Complete text of resolutions* Eleventh resolutionHaving reviewed the report of the Board of Directors explainingthat the term of office as Titular Statutory Auditor, granted toPricewaterhouseCoopers Audit at the June 25, 1998 Ordinaryand Extraordinary General Meeting, expires at the close of thismeeting, the General Meeting renews said term of office forPricewaterhouseCoopers Audit, 32 rue Guersant, 75017 Paris,as Titular Statutory Auditor for a six-year term, expiring at theGeneral Meeting held to approve the financial statements forthe year ending December 31, 2009.* Thirteenth resolutionHaving reviewed the report of the Board of Directors explainingthat the term of office as Substitute Statutory Auditor, grantedto Daniel Chauveau at the June 25, 1998 Ordinary andExtraordinary General Meeting, expires at the close of thismeeting, the General Meeting appoints Yves Nicolas, 32 rueGuersant, 75017 Paris, as Substitute Statutory Auditor for asix-year term, expiring at the General Meeting held to approvethe financial statements for the year ending December 31, 2009.* Twelfth resolutionHaving reviewed the report of the Board of Directors whichnoted the resignation of S.E.C.E.F from its position as TitularStatutory Auditor on November 3, 2003 – effective from thedate of this meeting –, the General Meeting appoints as TitularStatutory Auditor KPMG Audit, Department of KPMG S.A.,1 cours Valmy, 92923 Paris La Défense Cedex, for theremainder of its predecessor’s term of office, which expires atthe General Meeting held to approve the financial statementsfor the year ending December 31, 2005.* Fourteenth resolutionHaving reviewed the report of the Board of Directors whichnoted the resignation of Pierre-Henri Scacchi & Associés fromits position as Substitute Statutory Auditor on October 27, 2003– effective from the date of this meeting – the General Meetingappoints Jean-Paul Vellutini, 1 cours Valmy, 92923 Paris LaDéfense Cedex, as Substitute Statutory Auditor for theremainder of his predecessor’s term of office, which expires atthe General Meeting held to approve the financial statementsfor the year ending December 31, 2005.The French version of this document governs; the English translation is for convenience only.20Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

Complete text of resolutions*Extraordinary Meeting* Fifteenth resolutionHaving reviewed the report of the Board of Directors, theExtraordinary General Meeting resolves to amend paragraph 41°/ of article 7, paragraph 2 of article 12, and article 14 of thebylaws as follows:■ The first amendment relates to the time limit for informing theCompany where disclosure thresholds set down in the bylawsare crossed.(Amendments in italics)■ The second amendment concerns information provided todirectors.(Amendments in italics)CURRENT WORDINGARTICLE 7FORM OF SHARESParagraph 41°/ Where a shareholder, acting aloneor in concert, increases the amount oftheir direct or indirect holding (asdefined in L.223-9 and L.233-10 ofthe Commercial Code) such that theshares held represent at least 0.5% ofthe Company’s capital or voting rightsor any multiple thereof, the saidshareholder must inform the Companyof their total number of shares orvoting rights held upon the crossing ofeach disclosure threshold. Saiddisclosure must be made byregistered letter with return receiptrequested within fifteen days of thedate when the threshold is crossed.The same obligation applies when ashareholder crosses the saiddisclosure thresholds by reducing theirdirect or indirect interest in theCompany’s capital or voting rights.NEW WORDINGARTICLE 7FORM OF SHARESParagraph 41°/ Where a shareholder, acting aloneor in concert, increases the amount oftheir direct or indirect holding (asdefined in L.223-9 and L.233-10 ofthe Commercial Code) such that theshares held represent at least 0.5% ofthe Company’s capital or voting rightsor any multiple thereof, the saidshareholder must inform the Companyof their total number of shares orvoting rights held upon the crossing ofeach disclosure threshold. Saiddisclosure must be made byregistered letter with return receiptrequested within five trading days ofthe date when the threshold iscrossed. The same obligation applieswhen a shareholder crosses the saiddisclosure thresholds by reducing theirdirect or indirect interest in theCompany’s capital or voting rights.CURRENT WORDINGARTICLE 12POWERS OF THE BOARDOF DIRECTORSParagraph 2Directors shall receive all informationrequired for them to fulfill their dutiesand may request any documentswhich they may think fit.NEW WORDINGARTICLE 12POWERS OF THE BOARDOF DIRECTORSParagraph 2The Chairman or the ChiefExecutive Officer of the Companyshall provide directors with all ofthe documents and informationnecessary to enable them to fulfilltheir duties.The French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 21

Texte Complete intégral text of resolutions des résolutions (suite)■ The third amendment concerns the powers of the Chairman ofthe Board of Directors(Amendments in italics)CURRENT WORDINGARTICLE 14CHAIRMAN OF THE BOARDOF DIRECTORSThe Chairman of the Board ofDirectors shall represent the Board. Heshall organize and manage the work ofthe Board and report thereon toGeneral Shareholders’ Meetings. Heshall oversee the proper operation ofthe Company’s management bodiesand ensure that the directors are in aposition to fulfill their duties. When theChairman of the Board is not also theCompany’s Chief Executive Officer, hewill be required to retire from office atthe latest at the close of the GeneralMeeting held to approve the accountsof the year in which he reaches hissixty-eighth birthday.NEW WORDINGARTICLE 14PRÉSIDENT DU CONSEILD’ADMINISTRATIONThe Chairman of the Board ofDirectors shall organize and managethe work of the Board and reportthereon to General Shareholders’Meetings. He shall oversee the properoperation of the Company’s managementbodies and ensure that thedirectors are in a position to fulfill theirduties. When the Chairman of theBoard is not also the Company’s ChiefExecutive Officer, he will be required toretire from office at the latest at theclose of the General Meeting held toapprove the accounts of the year inwhich he reaches his sixty-eighthbirthday.* Sixteenth resolutionThe Extraordinary General Meeting gives full powers to thebearer of an original, copy or extract of the minutes of thismeeting, to carry out all necessary formalities.The French version of this document governs; the English translation is for convenience only.22Ordinary and Extraordinary Meeting 2004 - SAINT-GOBAIN

Request for informationThis form must only be sent to your bank,broker or other financial intermediaryresponsible for the managementof your sharesI, the undersigned:Full name: .....................................................................................................................................................................................................Address: .............................................................................................................................................................................................................................................................................................................................................................................................................................owner of ..........………………...... Saint-Gobain shares held as• registered shares• bearer shares, registered in an account with (1) :request that I be sent the Annual Report/Document de Référence of Compagnie de Saint-Gobain.Signed in (city) ........…………………......... on ........……............ 2004Signature(1) Please indicate the name of the bank, financial institution or stockbroker that holds your account.Note1/ The “Document de Référence” includes the following: parentcompany financial statements, consolidated financialstatements, report on the management of the Group, reporton the organization and preparation of the Board ofDirectors’ work, internal control procedures implementedby Compagnie de Saint-Gobain and any limitations placedon the Chief Executive Officer’s powers, table showing theappropriation of net income specifying in particular thesource of the amounts earmarked for distribution, reportsof the Statutory Auditors, list of marketable securities heldin the investment portfolio at the year-end, and reports ofthe Board of Directors to the Meeting. These documents,together with the information contained in this pack,constitute the information to which shareholders are entitledunder articles 133 and 135 of the decree of March 23, 1967.2/ In accordance with paragraph 3 of article 138 of theabove decree, shareholders owning registered sharesmay by a single request have the company send them thedocuments covered by article 135 of the above decreeat the time of each subsequent Shareholders’ Meeting.In accordance with legal requirements, the Meeting will be firstconvened on May 10, 2004, at 10:30 a.m., at the head office,Les Miroirs, 18, avenue d’Alsace, 92400 Courbevoie. The probablelack of a quorum on this occasion will prevent the proceedingsfrom being valid, and the Meeting will therefore be convened fora second time on Thursday, June 10, 2004, at 3:00 p.m., at theGrand Auditorium of the Palais des Congrès, Porte Maillot, Paris 17.****For further informationon the Group,please contact the Investor Relationsdepartment:by telephone+33 (0)1 47 62 33 33by mailCOMPAGNIE DE SAINT-GOBAINInvestor Relations DepartmentLes Miroirs - 92096 La Défense Cedex, FranceE-mailactionnaires@saint-gobain.comInternetwww.saint-gobain.comThe French version of this document governs; the English translation is for convenience only.Notice of Meeting 2004 - SAINT-GOBAIN 23